UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 0-29782 NOTIFICATION OF LATE FILING (Check one) _Form 10-K _Form 20-F _Form 11-K [X] Form 10-Q _Form N-SAR For the Period Ended: March 31, 1999 ( )Transition Report on Form 10-K ( )Transition Report on Form 20-F ( )Transition Report on Form 11-K ( )Transition Report on Form 10-Q ( )Transition Report on Form N-SAR For the Transition Period Ended:_________________________________ Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: PART I-REGISTRANT INFORMATION Full Name of Registrant: World Access, Inc. Former Name if Applicable: WAXS INC. Address of Principal Executive Office (Street and Number): 945 E. Paces Ferry Road., Suite 2200 (City, State and Zip Code): Atlanta, GA 30326 PART II-RULES 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) [x] |(a) The reasons described in reasonable detail in Part III of this form | could not be eliminated without unreasonable effort or expense; | [x] |(b) The subject annual report, semi-annual report, transition report on | Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be | filed on or before the fifteenth calendar day following the prescribed | due date; or the subject quarterly report or transition report on Form | 10-Q, or portion thereof will be filed on or before the fifth calendar | day following the prescribed due date; and | |(c) The accountant's statement or other exhibit required by Rule 12b-25(c) | has been attached if applicable PART III-NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period: The Form 10-Q for the quarter ended March 31, 1999 could not be filed within the Commission's prescribed time period without unreasonable effort or expense due to the significant time and efforts required of management relating to the sale of $50 million of 4.25% Cumulative Senior Perpetual Convertible Preferred Stock, Series A, to the 1818 Fund III, L.P. on April 21, 1999 (see the Company's Current Report on Form 8-K filed on May 3, 1999) and the significant efforts encountered in obtaining required financial data relating to the significant acquisitions completed in the fourth quarter of 1998 to ensure accurate and complete financial dislosure under the Commission's Reporting guidelines. PART IV- OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification Mark A. Gergel (404) 231-2025 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [X] Yes _ No (3) Is it anticipated that any significant changes in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes _ No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made: The Company's March 31, 1999 financial results were significantly changed over the comparable period in 1998. Please refer to the Company's April 28, 1999 press release attached hereto that discusses the changes in financial results and discloses selected financial data. World Access, Inc. (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 18, 1999 By: /s/ Martin D. Kidder ------------------------- Martin D. Kidder Vice President and Controller Exhibit No. 1 WORLD ACCESS REPORTS $143.5 MILLION IN FIRST QUARTER SALES Company Generates Approximately $15 Million of EBITDA Pursuit of Strategic Growth Opportunities Continues Atlanta, Georgia - April 28, 1999 - WORLD ACCESS, INC. (NASDAQ: WAXS) announced today that its first quarter 1999 sales from continuing operations were $143.5 million, a $120.1 million or 513% increase over the $23.4 million in sales during the comparable 1998 period. For the three months ended March 31, 1999, the Company realized net income from continuing operations of $2.1 million or $.06 per diluted share, versus a loss of $32.5 million or $(1.68) per diluted share, for the first three months of 1998. The first quarter of 1998 included special charges of $36.1 million or $(1.86) per diluted share, primarily related to in-process research and development costs written-off in connection with certain business acquisitions. John D. Phillips, President and Chief Executive Officer, said, "We are pleased to report record sales and gross profit for the Company during the first quarter of 1999, fueled by the fourth quarter 1998 acquisitions of Resurgens Communications Group and Telco Systems, Inc. Our Telecommunications Group (f/k/a Resurgens) and Equipment Group both performed at the upper end of our business plans during the quarter and collectively generated approximately $15.0 million or $.41 per diluted share in EBITDA. Our management team continues to focus on the integration of the significant businesses acquired in 1998 and the realization of the tremendous synergies that are now available to the Company as a result of these acquisitions and the aggressive build-out of equipment and service infrastructure projected for the global telecommunications markets." "Carrier service revenues from the Telecommunications Group were $85.6 million, an increase of $9.3 million or 12.2% over revenues realized in the fourth quarter of 1998. Variable gross margin on these revenues was 11.6%, up from 11.0% in the preceding quarter, as we continue to obtain economies of scale associated with our internal services network and an increase in the number of direct and transit agreements. New, fixed low-cost bandwidth to India, Chile, Mexico and Italy has recently been established and we are in the process of establishing similar bandwidth to several other countries. The Telecommunications Group now has dedicated bandwidth and transit agreements to carry traffic to more than 100 countries." "The Equipment Group was able to meet its financial objectives during the first quarter despite management's efforts being diluted by the consolidation of several operations, the sale of internal manufacturing operations to a strategic outsourcing partner, and the introduction of several new products to the marketplace. Several of these new products, including the Micro STX switch and NTS 2000 billing system introduced by our Switching Division and the EdgeLink100 and 300 integrated access devices introduced by our Transport and Access Division, have been particularly well received by the market. In addition, new product and marketing alliances were recently established with Ascend Communications, Inc. and PairGain Technologies, Inc. that are expected to provide additional market penetration opportunities. Based on the completion of these strategic initiatives during the first quarter, management believes that the Equipment Group is well positioned for continued sales growth and profit improvement throughout 1999." Mr. Phillips, added, " With the restructuring activities completed in December 1998 and the first quarter of 1999, the receipt of a $75.0 million revolving line of credit from a banking syndicate led by Bank of America (none of which is currently outstanding), and the recent infusion of $50.0 million from the sale of preferred stock to Brown Brothers Harriman & Co., World Access is in a strong financial position to pursue strategic growth opportunities in the global telecommunications markets." World Access, Inc. provides international long distance voice and data services and proprietary network equipment to the global telecommunications markets. The World Access Telecommunications Group provides wholesale international long distance service to over 200 foreign countries through a combination of its own international network facilities, various international termination relationships and resale arrangements with other international long distance service providers. The World Access Equipment Group develops, manufactures and markets digital switches, billing and network telemanagement systems, cellular base stations, fixed wireless local loop systems, intelligent multiplexers, digital microwave radio systems and other telecommunications network products. For additional information, please refer to the World Access web site at www.waxs.com. This press release may contain financial projections or other forward-looking statements made pursuant to the safe harbor provisions of the Securities Reform Act of 1995. Such statements involve risks and uncertainties which may cause actual results to differ materially. These risks include the Company's ability to identify, complete and integrate acquisitions, continue internal growth, termination of certain service agreements or inability to enter into additional service agreements, and other risks described in the Company's SEC filings, including the Company's Annual Report on Form 10-K for the year ended December 31, 1998 and the Company's Registration Statement on Form S-3 (No. 333-43497) incorporated by reference in this press release. World Access Contact: Nancy L. de Jonge Director of Investor Relations http://www.waxs.com World Access, Inc. and Subsidiaries Consolidated Balance Sheet Data (In thousands) March 31 December 31 1999 1998 ----------- ----------- (Unaudited) ASSETS Current Assets Cash and equivalents $ 41,112 $ 55,176 Accounts receivable 74,687 70,485 Inventories 53,711 48,591 Other current assets 57,660 58,566 --------- --------- Total Current Assets 227,170 232,818 Property and equipment 59,886 63,602 Goodwill and other intangibles 297,552 298,780 Other assets 25,553 18,612 --------- --------- Total Assets $ 610,161 $ 613,812 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-term debt $ 20,831 $ 17,989 Accounts payable 42,678 36,418 Other accrued liabilities 35,975 52,825 --------- --------- Total Current Liabilities 99,484 107,232 Long-term debt 135,631 137,864 Other liabilities 9,405 8,133 --------- --------- Total Liabilities 244,520 253,229 --------- --------- Stockholders' equity 365,641 360,583 --------- --------- Total Liabilities and Stockholders' Equity $ 610,161 $ 613,812 ========= ========= ### WORLD ACCESS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended March 31 --------------------------- 1999 1998 ----------- ----------- (In thousands, except per share data) Carrier service revenues $ 85,612 $ 545 Equipment sales 57,867 22,860 --------- --------- Total Sales 143,479 23,405 Cost of carrier services 75,658 454 Cost of services network 5,569 38 Cost of equipment sold 31,942 12,182 Amortization of acquired technology 1,200 --- --------- --------- Total Cost of Sales 114,369 12,674 --------- --------- Gross Profit 29,110 10,731 Research and development 4,354 732 Selling, general and administrative 13,907 2,785 Amortization of goodwill 3,118 642 In-process research and development --- 35,400 Restructuring and other charges --- 590 --------- --------- Operating Income (Loss) 7,731 (29,418) Interest and other income 423 1,271 Interest expense (2,628) (1,443) --------- --------- Income (Loss) From Continuing Operations Before Income Taxes and Minority Interests 5,526 (29,590) Income taxes 3,405 2,185 --------- --------- Income (Loss) From Continuing Operations Before Minority Interests 2,121 (31,775) Minority interests in earnings of subsidiary --- 684 --------- --------- Income (Loss) From Continuing Operations 2,121 (32,459) Net income (loss)from discontinued operations 32 (1,742) --------- --------- Net Income (Loss) $ 2,153 $ (34,201) ========= ========= Income (Loss) Per Common Share: Basic: Continuing Operations $ 0.06 $ (1.68) Discontinued Operations --- (0.09) --------- --------- Net Income (Loss) $ 0.06 $ (1.77) ========= ========= Diluted: Continuing Operations $ 0.06 $ (1.68) Discontinued Operations --- (0.09) --------- --------- Net Income (Loss) $ 0.06 $ (1.77) ========= ========= Weighted Average Shares Outstanding: Basic 36,089 19,343 ========= ========= Diluted 36,595 19,343 ========= =========